UNITED AS ONE: ShugoJess0313 version
by ShugoJess0313
Summary: Rex meets Van Kleiss' new member: Albedo, with a twist and a major plan. Luckily, there is another hero to help out... *Story originated from ZELVAG*
1. Prologue

**I don't own any of the following, nor ZEVLAG's story, only my edited Version of ZEVLAG's story my Ben 10 and Generator Rex OCs Enjoy**

In the deeps parts of Abysus, a wasteland where the ground is broken up and the plants are drained from their life, was the castle. Inside, a man screamed in pain, being tortured by a giant chest piece that was planted on him. Wires from the device were hooked up to a computer

Standing by the computer stood Van Kleiss, pulling a giant switch down with his golden gauntlet on his left hand. "Another failed attempt," he muttered.

The man stopped screaming. "Please stop!" he begged, "You said that you would help me with my nanites!" Biowulf, Van Kleiss' loyal henchmen, took the machine off of the man.

Van Kleiss grinned darkly, moving his long black hair away from his eyes. "You are helping, my nanite-infected lab rat. Not only am I helping you, but the world so that they can see that we E.V.O.s _can_ be the next change." He looked at Breach, his portal creating E.V.O. girl, "Get rid of him."

The frighten man looked at the pale-skin girl with four arms; two of them being monstrously large. "Bye-bye," she said throwing a red, sphere-shape portal at him, making him disappear.

"That's the thirteenth one," growled Skalamander, the humanoid-lizard E.V.O. with a giant diamond arm.

Van Kleiss glared at him, "I can count." He walked up to his throne and sat. "It appears my E.V.O. shaper does not work on those who are 'normal'."

"Master," Biowulf bowed, "Surely there must be someone out there that can fill the place of this device." He held out the chest piece to his master.

Van Kleiss ignored the offer, "there is Biowulf. We need someone who is clean. We need a nanite-free person."

"What about White Knight?" Skalamander asked.

Van Kleiss grinned, "The only nanite-free man in the Providence's precious leader at my grip, I will see if my E.V.O. Shaper will work." He then grabbed the temples of his head. "Of course there is _him_ that stand in our way." He groaned a little.

Biowulf quickly ran to his side. "Master!" he said, not knowing what to.

"Breach, start bringing E.V.O.s in; I need to replenish." Breach nodded, making a portal appear.

* * *

In the ware-house basement, Gwen, Kevin and Shiki were all hiding behind crate boxes. Gwen looked over the box behind them.

"See him yet?" Kevin asked, bored of the mission already.

"No," Gwen whispered, trying to sensing all the mana around her with her powers. "There're too many machines in these crates; It hard to find any life in here. It's giving me a headache."

"Speaking of headaches, where are Ben and Shiori?"

"Over here!" shouted a familiar voice across the room.

"Ben! Shiori!" Gwen shot up, "Where have you guys—?"

A laser shot toward Gwen, Kevin and Shiki, but Gwen blocked it with a pink shield. "I can't believe you fell for that trick."

"Wait, you're not Ben." Shiki said, as he changed to his cold and stoic dark side. "You are..."

"Albedo," Kevin growled, absorbing the concrete matter. "Ben's evil twin is really starting to get on my nerves."

"What are you doing here, Albedo?" Gwen asked, ready to attack.

Albedo smiled, his red eyes glowed ominously. "I've been working on a teleportation device to help me get back home. There I'll be able to make another Ultimatrix and finally be free from this disgusting human body."

"How 'bout I knock you home right now?" Kevin threatened.

Albdeo laughed, pulling out a small ray gun. "This is a Null Void Projector, combined with the most advance technology I was able to smuggle here on this mud planet. It's still needs work." He pointed it at Kevin, Gwen and Shiki. "But I guess I'll try it on you two instead."

Web shot from the ceiling and into Albedo's eyes, causing him to drop his ray-gun. Gwen, Kevin and Shiki saw a blue chimpanzee with six arms and Shiori jump in front of them. "Ooh, ooh!" it chattered."

"What did we miss? Shiori asked.

"Took you long enough Tennyson and Tomboy." Kevin said. "What took ya'?"

"Mr. Smoothie," explained Spidermonkey. "You guys need help to fight Albedo?" He began to laugh, mocking his no-longer-a-major-threat look-alike.

"Not really," Gwen scoffed. "But it would've gone quicker with you two around!"

Suddenly, multiple lasers began to shoot at the team; Gwen blocked the shots. "Ben Tennyson!" Albedo shouted. "You're starting to get on my nerves."

"If I had a quarter for every time I said that." Kevin smirked. A green flash appeared by Gwen, Kevin, Shiori and Shiki with a loud "Fourarms!" in their ears. In the place of Spidermonkey was now a red alien with four muscular arms.

"You wanna play? Then let's play catch!" Fourarms grabbed the crates by him and chunked them at Albedo, but he dodged quickly.

Albedo turned the dial on his ray gun. "How about I send you to the deepest part of the Null Void? Say goodbye, Tennyson and friends!"

Ben quickly switched aliens, shouting "Lodestar!" turning into a robot-like alien with a floating head. He shot a magnetic wave at Albedo, making his Null Void Projector shoot out sparks and shrieking with sound strange sounds.

"You fool!" Albedo shouted, throwing the gun down, "What have you done?"

"I have no idea," Ben replied, reverting back to his human form.

Gwen wrapped Ben with a pink shield, along with her, Kevin, Shiori and Shiki. "Kevin," Gwen said over the loud humming, "what's going on?"

"The Magnetic wave overcharge Albedo's projector!" he explained. Suddenly, a purple-black sphere began to surround Albedo.

* * *

"Take this one to the garden," Van Kleiss said, taking the needles on his gauntlet out of the now statue E.V.O. Before Biowulf could take the E.V.O. away, a purple-black sphere appeared in the middle of the room, grow at fast with a humming sound. "Breach "

"Not me," she said hiding her face with her black hair.

The sphere grew and grew, finally shooting out something and closing back up. In the middle of the room was Albedo. "Where am I?" he asked, curiously looking at the four EVOs in front of him.

Biowulf ran towards him, grabbing a hold of him by his jacket. "What should I do with him, master?"

Van Kleiss, walked down from his throne quietly, examining Albedo. "Interesting," he said. "I sense no nanites in you. Biowulf, you may stand down." Biowulf obeyed.

"Nanites?" Albedo asked, looking around the strange room he was in. "Tennyson," he muttered coldly. "He sent me to another dimension."

"Dimension?" Van Kleiss' eyes were now wide open. He looked at the devices the chest piece that was sitting on his throne and back to Albedo. "I'm curious to find out more about you, Mr..."

"Albedo. And I was thinking the same thing." He grinned.

**PLEASE tell me how I did on this! I want honesty**


	2. Missions

"Whoo!" shouted Rex, as he, Yumi, Kenji and Bobo, his monkey partner, rode around Providence's Petting Zoo, while taunting all the E.V.O.s with his Rex Ride. "Is it still behind us?" Rex asked, with not a care in the world.

Bobo looked behind them, and saw giant snake-like creature with wings hissing and snapping at them. "Yep," Bobo said, trying not to show his fear. "I guess I made him mad, didn't I?"

"Well that's what happens when you step on tails."

Rex took a sharp U-turn, throwing Bobo off and into the pond by them and Yumi and Kenji jumping off. The Rex Ride disappeared, while Rex manifested his Smack Hands. "Batter up!" he said as the E.V.O. charged at him. With one punch, Rex sent the E.V.O.-snake across the Petting Zoo.

"Hey, Where's Bobo?" Kenji asked.

"Bobo, where are you?" Rex looked around puzzled.

Bobo emerged from the pond soaking wet. "A warning would be great next time!"

Kenji looked concerned, while Rex and Yumi laughed, until his ear-piece clicked on. "Rex, Yumi and Kenji, we need the three of you in the briefing room," said a monotone-like voice.

Rex groaned, turning his hands back to normal. "On our way, Six," he answered back.

"Ugh, what's Six's problem?" Yumi complained.

"So what's the problem?" Rex asked, barging in the briefing room, eating a bag of chips. Bobo was behind him, still trying to dry off. Yumi was next to him, tying to laugh at Bobo, but Kenji, who was next to her, nudges her and gives her a serious look, which caused Yumi to grin nervously. Six and Dr. Holiday stood by a giant computer, with White Knight on the screen.

"Los Angeles," Dr. Holiday explained. "They contacted us about a robbery that took place."

Rex was confused, "So we're not hunting E.V.O.s anymore?"

"The robbery was by the Pack," White Knight snapped.

"This is a security video that was in the LAATC." Dr. Holiday went to another computer, bringing up a video. The video shows a room that shows Breach and Biowulf stepping through a portal. Biowulf looks at the camera and charges at it; the video showed nothing, but static.

"That building was the Los Angeles Advance Tech Center." Six said, adjusting his sunglasses. "This was the second robbery that the Pack committed there."

Rex dropped his chips, "Wait, when the first robbery was?"

"About two months ago," Knight explained, taking a sip from his glass of milk. "The local authorities believed that they could handle it themselves."

"Well that was smart of them," Bobo sarcastically said, pick a tick off of his arm.

Rex rolled his eyes, "Don't worry Knight. Your weapon is on the job!" He gave a thumbs-up to White Knight.

Knight had a blank look on his face, "Just stop the Pack. White Knight out." The computer screen went blank.

As Rex, Yumi, Kenji, Bobo, and Six walked out of the room, Rex looked at Six. "Remind me to get Knight a sense of humor." Six said nothing, but Rex saw that he wanted to laugh.

* * *

At the Mr. Smoothie, Ben gave the register lady money for the five smoothies he had order. He took to them to the table that Gwen, Kevin, Shiori and Shiki were sitting at. "Thanks Ben," Gwen said, about to grab a smoothie.

Ben pulled away. "Oh," he said confused, "Did you guys want a smoothie, too?" Gwen sighed, annoyed, while Kevin continued to work on Albedo's Null Void Projector, Shiori was eating her lollipop and Shiki took a sip of the smoothe he took. "Any luck?" Ben slurped.

Kevin scratched his head. "Just working on the energy unit." He grabbed a needle and poked something in the projector.

Gwen checked her Plumber's badge. "Magister Cannon says that there is no sign of Albedo anywhere in the Null Void."

"So he really did get sent to another dimension," Ben said, still seeing Albedo disappearing in another portal.

"Nice going Tennyson," Kevin mocked, Shiori punched his arm.

Ben sighed. "Come on! Azmuth is already mad at me. I don't need you guys to make me feel worse."

Kevin looked up and taking one of Ben's smoothies. He took a sip and made face. "What flavor is this?"

Ben looked at the smoothie he was drink, puzzled, "I don't really know." He took a sip, not caring.

"I don't get it," Gwen wondered, "Out of all the aliens you have in that thing," she pointed to the Ultimatrix, "you don't have one that will take us to Albedo?"

"Hey," Ben raised his hand defensively, "I barely know how this thing works. You think I know an alien that can teleport."

"Yet, it's on your wrist." Ben ignored his cousin, taking another sip of his mystery-smoothie.

"Ironic, right?"

"Hard to believe that he saved the world, huh?" Kevin said. He continued on the projector. There were a few beeping noise and they finally stopped.

"I think he's in another dimension." Shiki wondered.

"Another Dimension?" Shiori asked her brother.

"Yeah, I'm sure he must be in there somewhere, So we must go there." Shiki said.

"Are you done, Kevin?" Shiori asked. Kevin sat the projector down and let out a big sigh. "Done and done." He folded his arms satisfied.

Gwen smiled, "You got it fixing again?"

"Barely. I won't bore you with the details, but I should be able to get a lock on Albedo's D.N.A. and teleport us to his location."

"Will we be able to get back?"

"I dunno," Kevin shrugged.

Ben smiled, "Then what are we waiting for? Let's get back Albedo!" Gwen and Kevin looked at the over-confident Ben, while Shiori was still eating her lollipop and Shiki giggled.

* * *

"We're here," Six said as the ship landed in the middle of the Los Angeles Park. The LAATC should be closed."

Rex's feet were replaced by the Punk Busters and Yumi and Kenji hanged from him. "Don't wait up!" he said to Six and the Providence agents and impatiently jumped to the LAATC.

Six and Bobo followed behind. "You gotta love his enthusiasm," Bobo said, pulling out his giant blasters.

"Let's catch up before he destroys something," Six said. He gestured the agents forward

"Ha-ha! Then we might as well stay behind!"

Rex finally made it to the LAATC, putting away his Punk Busters. "Six, I'm here," he said into his ear-piece. "It looks pretty clear. I think-." Suddenly, a giant wall of diamonds came from the ground; Rex, Yumi and Kenji dodged it. Rex pulled out his BFS, while Yumi pulled out her magenta whip from her belt, then surrounding it with pink energy and Kenji touched the ground with his right hand to form his earth gauntlet, ready.

"Grrr!" growled an un-human voice. Biowulf jumped out from behind the wall and ran toward Rex, Yumi and Kenji. He swiped with his razor sharp claws, but Rex blocked it. He pushed Biowulf to the ground.

Before he could strike, Breach came out from a portal and swung at Rex. "Hi favorite," she said, showing a creepy smile.

Rex shuddered, bring out his Smack Hands. "Stop calling me that!" He punched Breach, but then saw Skalamander coming at his side. Before he could react, Skalamander knocked him to a wall.

"Rex!" Yumi and Kenji called. She snapped her energy-infused whip at Skalamander, but Breach catched it. She then pulled it, causing Yumi to trip. Kenji was about to aid her, only for Biowulf to grab him by his earth gauntlet and toss him to the ground, causing his gauntlet to break apart.

"Let's end this!" Biowulf said, charging at Rex.

Then, Six jumped in front of Biowulf, blocking his claws. Breach and Skalamander were about to come to his aid, but then Bobo came out, shoot at them. "This is why you wait for us!" Bobo shouted, avoiding Breach's portals.

"Rex, help Bobo. Yumi, Help Kenji" Six said, swinging at Biowulf. "I'll take care of this one"

As Rex ran toward Bobo, and Yumi goes to aid Kenji, he saw something in the corner of his eye. "Well, well, well," said a voice, almost sounding like a teenager, "You must be Rex." He looked to his side and saw a teenage boy with a red jacket, white hair, and gold chest-piece on him. "I've heard _so much_ about you. I'm Albedo."


	3. Robots and Aliens Oh My!

"You guess know the plan?" Ben said, looking at the alien forms on the Ultimatrix.

"Yeah," Kevin said as he touched the concrete, coating himself with the same matter. "Go in, find Albedo, knock him out cold, and bring him back."

"And _try_," Gwen stressed while looking at Ben, "not to cause too much attention to ourselves."

"Come on," Ben said picking an alien, "When have I ever caused too much attention?"

Kevin looked at him, "Let's see: a month ago, two weeks ago, three days ago, and yesterday."

Ben looked at the alien hologram on the Utimatrix, "Anyway, I won't be seen once I'm ," He slammed the dial down as hard as he could. A bright, green light flashed and a green slimy alien was in Ben's place. "Goop!" screeched Ben; he looked at himself and sighed, "Aw, man! I was supposed to be Big Chill!"

Gwen snickered, "We're ready Kevin."

Kevin began to power up the projector, "Alright. Let's see what's on the other side."

"Well, What we're waiting for?" Shiori asked while preparing her katana, Nitto. "Let's go!"

"Yes, to the other dimension we go!" Shiki said.

* * *

"Albedo?" Rex said puzzled. "Who are you supposed to be? Van Kleiss' new lost boy?" Rex looked at the gold chest piece on him. "Or are you just a wannabe?" he smirked.

Albedo grinned, "Heh, he was right. You are cocky just like someone I know."

"Oh, yeah?" Rex manifested two giant axes. "Did Kleiss tell you how badly I beat him?"

"He mentioned something like that. Luckily, he gave me something to test out on you." A red light glowed from the center of Albedo's chest piece. Rex saw Albedo's hands and knees began to shake, and his veins began to show. Finally, his hands and legs took the form of wolf claws.

"Okay," Rex shuddered, "That was creepy."

"It's called the E.V.O. Shape," Albedo huffed, with a sinister grin. "It's a prototype, but let me see how it works on you!" Albedo charged Rex at incredible speed. Rex swung his Battle Axes at him, but missed as Albedo jumped over them. Albedo fell towards Rex and began to claw is Battle Axes.

Rex pushed Albedo off and swung once more at him. Albedo's hands turned back to normal. "Let's try this!" he said as giant bat-like wings sprouted out of his back.

"Oh, you wanna be difficult huh?" Rex put away the Battle Axes and created the Slam Cannon on his arm. The giant cannon grabbed a chunk of concrete off the street and loaded. As Albedo landed, Rex took aim, "Dodge this!" he shouted.

Suddenly, a giant purple-black sphere began to appear out of thin air. Both Rex and Albedo looked as the sphere shot lighting. "Doc," Rex said into his communicator, hiding his fear, "Are you getting this?"

"Yes," she said. "The energy is massive. I don't-," Rex only heard static after that.

"What's going on?" Rex shouted at Albedo. Before he could answer, lighting shot towards Rex, causing him to shoot at a gas station close by. Right there, a giant explosion filled the air with gray smoke.

* * *

As Ben, Gwen, Kevin, Shiori and Shiki stepped through the portal, the smell of smoke filled their noises; the smoke blocked their vision as well.

The portal closed behind them. "We're here," Kevin said, spitting the taste of gasoline out of his mouth. "And so should Albedo."

Gwen closed her eyes, "I'm picking up some life energy here, but barley. It's almost as if everything here is a machine."

"But can you find Albedo?" Goop gurgled.

"No need to," said a voice just like Ben's. The team saw Albedo appear from the smoke that still filled the air, but with giant monster wings on his back.

"Albedo? Is that you?" the five looked at the new Albedo; he had a gold chest piece on him.

"Albedo." Shiori said with a scowl.

"There you are" Shiki said coldly.

"Tennyson. Why am I not surprise that you and your friends came."

"It was either that or here Azmuth telling me how irresponsible I am."

"Albedo, what's happened to you?" Gwen asked, still staring at the bat wings.

"Made some new friends," A red portal appeared behind him, "And it looks like you're about to as well." He stepped backwards and disappeared into the portal.

"Wait!" Goop screeched, but the portal had disappeared.

"Ben," Gwen said, "I'm picking up another life-."

As the smoke cleared up, a strange vehicle slammed into Kevin, sending him straight into the LAATC. "Bringing friends to help out?" A voice said from the vehicle. "I thought that this was supposed to be one-on-one."

"Kevin!" Shiori and Shiki called.

"Gwen, Shiori, Shiki," Ben looked at his cousin, worried about her boyfriend, Shiori and Shiki, "Go help him!" Gwen didn't hesitate as Ben told her what to do. "Alright! Who's there?"

The vehicle came back, being replaced by a boy who looked about the same age as Ben. "Don't play dumb with me!" He stopped and looked at Ben. "Yesh! You reminded me of when Bobo had the flu."

_He must be helping out Albedo_, Ben thought. "Who are you?" Goop asked.

The boy looked puzzled, "Me? I'm the guy who's gonna slap the ugly out of ya'!" His hands then turned into giant robot hands, and then charged at Ben.

* * *

"Bring it on!" screeched Albedo as Rex ran towards him. He punched him, but saw that it just went through him. Albedo's new slimy body wrapped around Rex's Smack Hands, squeezing them until they finally broke apart.

"Ow!" Rex said, shaking his hands in pain. "Now you're gonna get it!" Rex created a mechanical whip-arm and a generator on his back. The whip had a hit, but had no effect.

"You can't hurt me!" Albedo screeched, almost as if he was mocking Rex.

"You're right. But the electricity can!" Rex charged the Blast Caster and slammed it into Albedo, making him shrieked in pain be the shock. Albedo fell down to the ground. "And stay down."

Rex then saw Six, Yumi and Kenji coming at his side. "What did I miss?"

"Two what might be E.V.O.s are over at the LAATC. I got Albedo." Six raised his eyebrow. "I'll tell you later."

As Six ran towards the LAATC, a green flash caught Rex's eye. He looked and saw that Albedo's slime form had been switched for a creature that looked like it had been made of diamonds. "Diamondhead!" shouted the creature. His hand grew into a giant sword.

"Diamond huh? Well let me cut you down to size!" Rex brought out his Big Fat Sword. "En grande!" The two charged at each other, making sparks fly as they clashed arm-and-arm

Meanwhile, Six, Yumi and Kenji walked up to the four teens. Two of them were two girls and a guy who were checking the other teen who was a male. "Are you four okay?" He asked the teens, but not dropping his guard around them.

"We are," said the girl. "Where's Ben? Is he okay?"

"Who?"

"He's was fighting off some weird robot." Six looked over to where Rex was at.

* * *

"Had enough?" Diamondhead strained, locking blades with the guy helping Albedo. Finally, they broke free and jumped back from each other.

"Just getting started," said the boy. His hands then turned into what looked like nunchucks. Ben slammed the Ultimatrix symbol. "Swampfire!" He created fire in is hands and shot it towards the boy. He blocked it with the machines and ran towards Swampfire.

Swampfire grabbed the robot-boy's right nunchuck, lifted him up and slammed him into the ground. Before Swampfire could attack, the boy's hands turned into two giant robot fists.

The two boys roared at each other, ready to strike, but then was stopped by a pink shield separating them.


	4. Questions

"Gwen!" Swampfire said, looking towards where Gwen, Kevin, Shiori and Shiki stood, "What are you doing? I was about to put this guy in his place."

"Oh, you were?" the boy asked as he banged on the pink dome that contained him with his giant fists.

"Rex, stop," Ben heard a strict-tone voice coming from behind Gwen, Kevin, Shiori and Shiki. A man stood behind them, holding two swords and wearing sun-glasses. Two teenagers stood next to him, one was a girl in pink holding a magenta whip and the other one was a boy with a light grey-blue jacket, which looks like a military uniform, those are Yumi and Kenji. "They're here to help."

Ben saw the boy, who apparently was called Rex, stand down and turned his fist back to normal. Gwen's shield disappeared. "You okay, Ben?" Gwen asked, as she, Kevin, Shiori and Shiki walked up to him.

"Ben?" Rex asked, confused. "I thought your name was Albedo."

"Albedo?" Ben said puzzled. "No, he got away, thanks to you." He pressed the Ultimatrix symbol and reverted back to his human form. "I'm Ben." Rex, the other guy and the two teenagers didn't say anything. "Ben Tennyson? Saved the Earth from Highbreeds? Defeated Vilgax?"

"Okay, who's a Highbreed and what's a Vilgax?"

"Sorry, dude, but I have never seen you before." Yumi said.

Ben heard Kevin burst out laughing at the whole conversation. "Aw, man," he said chuckling, "Your cockiness went down on so many levels, huh Tennyson?"

Gwen stepped in, showing her badge, "We're Plumbers. Ring a bell?"

"Plumbers?" Ben saw a group of agents, being led by a monkey. "Good thing. I clog up the toilet every few days."

"Huh? what are you talking about?" Shiori asked confused.

"Of course," Gwen realized, "This is a different dimension. The Plumbers probably don't even exist here."

"Let alone aliens," Kevin added.

"And you were right about Albedo was in a different dimention, Bro" Shiori said to her brother, while nudging him.

"Yeah, I was right" Shiki said.

"Wait a minute," Ben raised his hands. "You guys know Albedo?"

"Yeah, I was kicking his butt a while ago." Rex said crossing his arms. "What? Are you his brother?"

"Brother? No! He, technically, is my evil twin."

"Hear that Six?" Ben looked at the man who just stood there quietly. _He must be Six_, Ben thought.

Right there, some agents went up to Rex, Six, Yumi, Kenji and the monkey. "No sign of the Pack anywhere," said one of the agents.

Six looked at Ben and the others. "Come with us. White Knight would want to hear about this."

"No way!" Ben said. "What if we don't trust you?"

"Their rules Ben," Kevin whispered to him. Ben sighed and followed Six's order.

"On our way to Providence," Six said into his ear piece.

* * *

"Extraordinary," Rex heard his brother, Caesar, fascinated by the five. "No nanites in them what-so-ever. And this," he pointed at Ben's Ultimatrix, "Is by far the most advance piece of tech I've ever seen. It's almost extraterrestrial."

Rex looked at the five, "So, all of you come from another dimension where there are aliens?"

"Yep," Ben said, almost disturbed by Caesar's close examinations. "Uh, are you done yet?"

Caesar looked up at Ben, "Oh yes. Of course.

"Good" Shiori said, while eating a lollipop.

"We saw what happened in Los Angeles" Ben and the others heard a delinquent sounding voice coming from nowhere, the group turned around, until they saw a dark brown-haired japanese girl, a boy wearing a blue sweater vest and a group of juvenile delinquents.

"Akira? Edwin? Deadly Dragon Gang?" Kenji asked.

"You know them, kid?" Kevin asked.

"Who let you guys in" Bobo asked.

"Me, since they claim they saw what happened in Los Angeles on the news on TV" Rex said.

"Which is true" Akira said as she turned to the black-haired delinquent who was taking a sip of his soda can "Right, Ren?"

"Yes, That's right." Ren said, as he approached the five nanite-free teenagers. "We also saw five teenagers coming from a black portal."

"What are you guys? From another dimension?" Asked a blond boy with a green 'Mad Hatter' hat crazily. "Cool! What do you eat back there? What you celebrate each year? What you do-?"

"Whoa, Whoa, Whoa. Stop it, dude" Kevin interrupted by grabbing the blond boy's mouth "You're talking too much, no one can understand what you say" Kevin the let go of the blond's mouth. "Dude, that guy is crazy you know" he whispered to Ben.

"Hello, my name is Shiki Sakurai and I'm seventeen" Shiki introduced himself to the group, he pointed at Ben. "And this is Ben Tennyson, who is sixteen." he pointed at Gwen. "His cousin, Gwen Tennyson, who is sixteen as well." he pointed at Kevin. "Our friend, Kevin Levin, who is seventeen as well." He then pointed at his sister, Shiori. "And my little sister, Shiori Sakurai, who is sixteen as well." He then asked to the group. "Who are you?"

"I'm Akira Kazami and I'm sixteen as well." said Akira introducing herself.

"I am Edwin Bluestein, son of the current head of the Bluestein Corporation and I'm also sixteen." said Edwin introducing himself.

"Oh, we forgot to introduce ourselves." Ren said. "I'm the leader of the Deadly Dragon Gang, Ren Johnson and I'm sixteen" Ren pointed to the blue-haired young man. "And this is Austin Walker, who is nineteen" He then pointed to the chestnut-haired teen "Mike Francis, who is sixteen as well" He then pointed to the crazy blond "Jake Hyde, who is sixteen" He then pointed to the male teen with the glasses "Lucas Natt, who is sixteen" he then pointed to the pigtailed young girl. "And Abigail Redstone, who is fifteen" he then pointed to the rest. "And this is the rest."

"Wow" said Shiori surprised. "That's a long introduction."

"Fifteen?" Kevin asked. "She looks like twelve or thirteen" Gwen elbowed him.

"Edwin?" Shiori said confused. "His name is similar as Donovan's grandson's."

"Want some?" Ren asked, as he holds up five candy bars on his fingers. The five took the candy bars. Ben and Shiori began to eat their own.

"So this Van Kleiss guy," Kevin said getting up, still holding the candy bar, "He's using these 'nanites' to turn everyone in the world Bemos?"

"E.V.O.s, kid," Bobo corrected him, "E.V.O.s."

"All of this, due to some crazy explosion." Gwen closed her eyes. "And everyone has these machines in them."

"Well, besides you five and White Knight," Rex pointed out.

"And Albedo," Ben included. "What I'm wondering is how he got those weird wings."

"It was caused by that weird thing on his chest." Rex remembered. "At first, I didn't feel any nanites in him, but when the thing started to glow, they spread through his body."

Before Rex could say anything, Dr. Holiday walked in, examining something on her pad. "I took a look at some of the street camera were Albedo was at." Her eyes broke away from the pad. "By looking at the chest piece on him, I broke down the parts as best as I could."

"And...?"

"the parts came from the LAATC. Today, they had stolen the exact same parts."

"Albedo told me Van Kleiss called it the E.V.O. Shaper, Rex said, pacing back and forth. He hoped that it made him look more intelligent in front of Ben and the others.

"But why would Van Kleiss use it on Albedo instead of others?" Kevin asked, looking like he was trying not to fall asleep with the boredom; Rex felt the same.

He grinned, "Knowing Van Kleiss, he never likes to get his own hands dirty."

"All we know is that Van Kleiss now has the parts to rebuild this E.V.O. Shaper again."

Before there were any more questions, Six walked in. "E.V.O. attack in London."

"The Pack?" Rex asked egger to jump to the fight.

"No, Van Kleiss." Rex looked up at the computer monitor and saw White Knight.

"Van Kleiss?!" Mike asked shocked before passing out.

"Van Kleiss?!" Jake asked shocked before doing the same thing as Mike did earlier.

"Oh, Boy" Abigail complained quietly.

"Van Kleiss, when I get my hands on you, I'll crush you! Yumi theatened, as she squeezed a doll of Van Kleiss.

"You know, Yumi." Kenji said to Shiki, reffering to Yumi. "She's always like that."

"Then let's go," Ben said heading to the exit. "Time to show you guys how I do my hero work."

Six stopped in front of him. "No. you five will stay in Providence. We will-."

"Hold on!" Kevin quickly went up to Six. "And who made _you_ our babysitter?"

"What Kevin is trying to say," Gwen jumped in, trying to calm the guys down. "Whatever Van Kleiss is planning, it involves Albedo, our enemy, too."

"Just take the kids, Six!" White Knight snapped. "I don't want them around here anyway." The monitor went blank after that.

"Wow," Ben said breaking the silence, "Your guys have your own Azmuth."

* * *

Ben, Gwen, Kevin, Shiori and Shiki walked towards the giant ship, ready to go to London. Before they went on, Gwen stopped Ben. "Ben, you need to stop acting like a big shot for one minute. We still don't know what's out there."

"She's right Tennyson," Kevin said with a smug.

"And you!" she turned to Kevin and slapped his shoulder; he rubbed it. "You need to stop picking fights!"

"What she said" Shiori said, while eating a green lollipop.

"And Shiori" Gwen turned "Act normal." Shiori then nodded.

"Hey, ugly people!" Bobo shout at the five. "You guys are coming or what?"

"Is he calling _us_ ugly?"

As Ben got on the ship, he saw an open seat by Rex and took it. They both just sat there quiet. "So ," Rex said trying to start a conversation. "You can turn into aliens?"

Ben smiled, "Yep, over a million. And you? How many of those machines can you make?"

Rex laughed, "To be honest, I'm not sure. I guess as many as I want." He scratched the back of his neck. "So, you're a big time hero in your home, too?"

"You got it!" Ben gave him a thumbs up, "You should of seen what it was like when everyone found out who I was. My parent even-," ben stopped right there, forgetting about the story about what happened five years ago. "Oh, I'm sorry. I didn't mean to-."

Rex smiled, "Don't worry about. It really doesn't bother me that much."

"You can cure E.V.O.s?" Ben quickly changed the subject.

"Yeah, if they are curable." Rex looked at his hands, "But it's a pain sometimes." He looked at Ben again, "Other than that, I'm a walking weapon!"

Austin, who got on the ship, sat next to Gwen and Shiori. "Hey girls, I'm Austin" Austin said.

"Yeah, Yeah, we already know that" Shiori said.

"So, beautiful, what do you do for fun? Austin asked to Gwen, trying to flirt with her.

"Hey, Casanova." Kevin shouted at Austin. "Stay away from her"

"Hey, we were _just talking_, nothing else." Austin raised his hands defensively. Kevin just gives him an 'I'm watching you' sign before taking a sit next to Gwen, while Mike and Jake, who were still frightened after they heard the news about Van Kleiss, sat next to each other.

"I think I'm going _wee-wee_." a still frightened Jake shuddered, while Mike was breathing heavily into a paper bag.

As everyone else stepped foot in to the ship, the door shut closed. Everyone heard the turbines roaring to life. "To London we go!" Rex said striking a pose. Everyone, except Six, Abigail, Mike, who was hyperventilating, and Jake, laughed.

"Rex, you're funny as usual." Yumi said as she laughed back.


	5. Touring London

"We're approaching London," the pilot announced over the intercom.

Rex and the others started unbuckling themself. "So what's the plan?" Ben asked, turning the dial on the Ultimatrix.

"Find Van Kleiss and see what he's planning," Rex said putting on his goggles on.

"What I don't get is why he would just attack London," Six wondered, taking out his blades.

"Maybe he wanted to get some fresh air," Kevin joked.

"Whatever it is, he's going down," Rex said. "Open the hatch." The door slowly opened and the team saw that they were fifty feet from landing. Before Rex could walk towards outside, he heard a strange voice cry out, "Jetray!", and he knew it was Ben.

"Meet you at the bottom!" shouted the giant red alien, jumping out from the ship and flying towards the city.

"Show off!" Rex shouted, following Ben with his Boogie Pack. Gwen and Six both shook their heads.

Rex and Ben flew toward the streets, hovering over to look for Van Kleiss and any E.V.O.s. "Anything?" Rex asked Ben.

"Nope, just-," Ben was then cut off by something with giant wings slamming into him; Albedo.

"Ben!" Rex shouted, flying towards his new partner.

"Rex, there's some heavy E.V.O. activity a few blocks away from you," Rex heard Six into his earpiece. Rex hesitated, but he went to the E.V.O. area, hoping that Ben would be okay.

* * *

"Let me go!" Ben shouted as Albedo slammed him into another building.

"Not a chance Tennyson!" Albedo said. Before he could slam Jetray, he shot green lasers from his eyes, making Albedo let go. Ben attacked again; this time, making the lasers push Albedo down to the street.

Ben flew towards him. "What's the deal Albedo? Why are you working for this Van Kleiss guy?"

Albedo's wings disappeared. "He promised me leadership in this world, as long as I help him test out this device for him." The chest piece on Albedo began to glow, making Albedo's hands turn into monster-like lobster claws.

"So you prefer being a mutant than being back to your normal self?" Jetray shot his lasers at Albedo, but they were blocked by Albedo's claws. Albedo ran towards Ben, gripping him with his claws and squeezed.

Ben reached for his Ultimatrix and switched aliens. "Swampfire!" he shouted and burned Albedo's claw, making him let go. Albedo's claw went back in, but then six giant spider legs came from his back that made him tower over Ben.

"Yeesh," Swampfire said shuddering at Albedo's transformation. Albedo clawed towards Ben, using his legs to stab Swampfire, but he dodged the legs and threw fire balls at him.

"What's going on?" Ben saw Ren, Akira, Mike, in an humanoid werewolf form, and Jake run towards them.

"Ren, Akira, Edwin , Mike, Jake, Edwin." Ben said.

"We heard a noise" Ren said. "We saw a lot of E.V.O.s..." he then pointed Albedo. "...And some albino freak."

Suddenly, a red portal appeared by Albedo; a man with a giant golden-gauntlet walked out. "Go Albedo," he said with a grin on his face. "Your part is up. I'll take it from here." Albedo waved at Ben and jumped into the portal before it closed. "So, you're Ben Tennyson? It's such an honor to meet you." he then turned to Akira, Ren, Edwin, Mike and Jake. "And you brought some friends" Ren, Akira and Edwin just glared at him, while Mike and Jake were shivering in fear.

* * *

Rex sliced the E.V.O. in front of him with his BFS, still trying to fight off the E.V.O.s around him. "Six, where are you guys?" he shouted as he felt overwhelmed by the E.V.O.s. At the corner of his eye, he saw a giant dog-like E.V.O. coming towards him.

The E.V.O. stopped right in front of him, snapping its teeth at Rex. "Heel, Fido!" said a voice behind the E.V.O.. Rex saw that it was Kevin, only he was coated in a silver-metal matter, and Kenji, with a metal hammer. "Need help?"

"Yeah, keep him still," Rex said, placing his hand on the E.V.O., changing it back into a small puppy. "Van Kleiss' work," Rex muttered. "Kevin, where's Six?" Right there, they both saw Six, Austin, with his hair turned into solid ice, and Abigail fly into a van; Biowulf was attacking them. Before he could strike Six, Austin and Abigail, pink discs flew towards Biowulf.

"Nice one!" Rex exclained as he saw Gwen on a pink platform with Bobo, shooting his blasters at the E.V.O.s around the street, and Yumi, whipping some E.V.O.s on the other side.

"Rex!" Gwen shouted, "People to your left!" Rex turned and saw a bat-like E.V.O. attacking a family in a car.

"I'm on it!" Rex created his Slam Cannon, shooting giant concrete bullets at the E.V.O. It slammed into the side of a building. Rex went to the car and got the family out. "Go now!" As soon as they got away, the bat-E.V.O. jumped onto Rex, screeching and tearing off Rex's cannon. "Get off!" Rex screamed.

The bat-E.V.O.'s wing was stabbed by a sword, making it fall to the ground. Six came up and pulled his sword out. "There's too many E.V.O. around," said looking at a swarm of dove-like E.V.O. heading towards them. "We need to get them away."

"What about Biowulf?" Rex searched for him.

"He ran off somewhere. But get these E.V.O. away from the people now!" A dove-E.V.O. roared at the two, but then Gwen showed up, creating a pink whip wrapped around its neck and was pulled into a truck, knocking it out cold.

"Gwen, can you help out?" Rex asked.

"Sure thing," she said with determination on her face. "What do you need?"

Rex created his Rex board. "I drive, you shoot," he explained with a grin on his face. Gwen rooled her eyes and hopped on.

* * *

"Van Kleiss." Ren said with a scowl, as he transformed into Rex, while Akira pulled a wooden staff, Edwin prepared to fight as well, and Mike and Jake hide behind a car.

"You're creepier than Rex described," Ben said, still in his Swampfire form.

Van Kleiss chuckled grimly. "Did he now? Has he and Providence fail to tell you and your little friends that I'm merely trying to change the world?"

Ben rolled his eyes. "Oh yeah, making mutants like Albedo is a great way to help people."

"Nanites are suppose to heal people."

"Cause nothing says healthiness like four eyes and giant hands," Swampfire mocked.

"Ha, blinded by Providence. Just like the rest of the world. However, I did promise Albedo that I would take care of you. And that's exactly what I tend to do!" Van Kleiss' gauntlet stretched towards Ben, but he dodged it as he threw a fire ball at him. "Agh!" he shouted.

Mike and Jake's heads popped out of the car they were hiding to see the fight, while Ren, in his Rex form, sees them, before they put their heads back on the car. Ren rushed to them.

"Guys." Ren gets behind the car, causing Mike and Jake to scream quietly. "We're in middle of a fight and you two are hiding here?"

"That's because we're afraid of Van Kleiss" Mike said shivering, while he and Jake popped their heads out of the car again.

"Yeah" Jake said in a scared way. " and I think I'm going 'wee-wee'."

"If you can't take the heat, don't mess with me!" Swampfire said.

"Cocky, just like Rex." Van Kleiss saw a mouse by him, stabbed it with the needles on his gauntlet, and mutated the mouse into a dog-size E.V.O. The thing ran towards Ben, snapping its teeth.

"Oh boy," Ben said. The E.V.O. bit Swampfire's arm, ripping it off of him before growing back. "Agh! You are so lucky that I can grow that back." Ben saw a plant store that had fly-trap plants. He commanded the plants to grab the mouse, throwing it into a van; the plants grew towards Van Kleiss. "Didn't know I could do that, huh?"

"Maybe, but did you know you helped me out?" Van Kleiss stabbed the needles into the plant, mutating it into an E.V.O. It turned to Ben and roared. Ben shoots the plant with fire, destroying it into nothing, but ash.

"Impressed?" Ben asked looking at Van Kleiss.

"I've seen better from Rex." He ran towards Ben, shooting the needle in his gauntlet towards him.

* * *

"Where do we take them?" Rex shouted at Gwen, as she shot the five dove-E.V.O.s with her powers on Rex's hover board, speeding around London.

"Don't know, but I can't keep this up forever," she said breathing for air.

"Maybe you don't have to," Rex muttered. "Can you grab a hold of them one-by-one?"

"Yeah," she said, using her powers to grab one of the doves. Rex slowed down, placed his hand on the dove, curing it back into a normal dove. "One down!" he laughed.

"Good! Let's keep this—!" Gwen was cut off by a dove slamming into her, making her fall of the Rex Board.

"Gwen!" Rex shouted, but it was no use; she was knocked out cold. Rex flew down towards her, trying to catch her before the dove did. "Out of the way!" he told it. His board disappeared and was replaced by his Boogie Pack. The turbines shot a metal cannon out, hitting the dove. While the dove flew off, Rex caught Gwen before she had hit the ground.

"Come on! Wake up!" But it was no use. Gwen still was knocked-out. A dove flew towards them, screeeching. Rex charged the E.V.O., hoping it would back off; it didn't. Rex use the left turbine to knock-out the the E.V.O. into a water fountain near by.

Rex landed, putting Gwen softly on the ground, "Bobo," he said into his ear-piece, "I need meds over here, stat!" Rex turned around and saw the last dove coming towards him. Rex prepared himself but then Bobo came out, shooting the E.V.O. in the mouth, while Kevin jumped on its back, pounding on its head.

"Wish granted!" Bobo yelled, as the Providence agents and Lucas came to aid.


	6. Realizing

Van Kleiss punched Swampfire in the jaw, pushing him to the ground. Before he could strike again, Swampfire grabbed his gauntlet. "Gotcha!" he teased.

"Actually," Van Kleiss' gauntlet began to glow, shooting out electricity that made Swampfire scream in pain and letting go of Van Kleiss. "Albedo was kind enough to inform me about your alien forms. So now I can literally defeat you with one hand behind my back."

"Are you sure about that?" Swampfire huffed. He pressed the dial on the Ultimatrix, switch into another alien. "Echo Echo!" he shouted. He divided himself into five and surrounded Van Kleiss. Akira, Edwin, Mike, Jake and Ren, who came out of the car they were in, covered their ears. "Wall of Sound!" they shrieked, giving of a sonic blast that shattered all of the glass on the block they were on.

Van Kleiss kneeled down, covering his ears in pain. But he fought the noise and shot the Echo Echo clone with his needles. They all disappeared, except one. Van Kleiss laughed as he slapped Echo Echo into a car. Suddently an arrow slided through his hair, making one strand fall to the ground. He then turned to Shiki Sakurai, with a cold face, holding his Yumi bow, who was the one who threw the arrow.

"Stay away from Ben!" They heard a female voice, Shiori fell from the sky, trying to strike Van Kleiss with her sword, which was infused with blue energy, but he blocked her strike with his gauntlet, pushing her to the ground.

"Shiori!" Akira called, as she, rushed towards her with her super-speed to aid her, while Ren, who changed back to his normal form, Edwin, Mike, Jake and Shiki followed her.

Before Ben was able to attack, Van Kleiss raised his hand, charging up a laser inside it, shooting it at Echo Echo.

Ben created another clone and pushed it in front of him, making it take the blast for him. However, Van Kleiss wasn't fooled and grabbed Ben. "All too easy," Van Kleiss laughed evilly.

Suddenly, Six came out, swinging his swords at Van Kleiss, but missing him. He dropped Ben and backed off. "What's with all the E.V.O.s Kleiss?" Six asked.

"Haven't you figure it out? The E.V.O. Shaper, the attack here, and why my followers aren't here?"

Ben changed back into his human form. "This wasn't an attack, this was a distraction!"

"Well, well. You are smarter than you seem."

"What for?" Six asked, almost shouting,

Van Kleiss smiled. "A certain _knight_." A portal opened behind him; Breach came out, pulled him in, and the portal closed up.

Ben sighed, "He got away." He turned to Six, "How are the others?" Six said nothing.

* * *

"Come on Gwen! Wake up!" Kevin said, panicking. Gwen was still breathing, but still looked as if she was in a car crash. Rex, Yumi, Kenji and Lucas stood there, watching Kevin trying to wake up his girlfriend. "Please Gwen!"

"Rex, Do something." Kenji said to Rex.

Rex looked at his hands, "Kevin, stand back. Maybe I can help. I can-."

Kevin shot up and looked at Rex. Angry filled his eyes. "Don't bother!"

"What's going on?" Rex saw Ben, Akira, Ren, Edwin, Mike, Jake, Shiori, Shiki and Six coming towards them.

"What's wrong! Mr. Hero here..., "he pointed at Rex, " made Gwen fall into a coma!"

"Hey! I said I was sorry, okay!" Rex's face turned red hot.

Bobo walked up to Rex. "Look, let's just calm down-."

Kevin ignored Bobo, "If you're a hero, then why didn't you protect her?"

"Oh! And like you're a golden hero, Mr. I-Did-Stupid-Junk-In-The-Past-Now-Trying-To-Redeem -Myself!" Rex shouted.

"At least I have memories of my past! Of my father! What do you have? Nothing, but a stupid, rubber ball!"

Rex felt rage over-come him. He created his Fun-chucks and charged at Rex. Kevin touched a car, coating himself with a black coat of metal and charged Rex. "Both of you stop it!" Ben shouted.

"Stay out of this Tennyson!" Kevin said as he grabbed Rex's fist, throwing him to the side. Rex hit Kevin, but Kevin took every blow. Kevin finally grabbed Rex's Fun-Chucks and pulled them off of him.

Rex created the BFS and turned to its saw-form. Kevin turned his hands into sword and the two ran to each other. Before they collide, they were pushed to the ground by a tiger-like creature with the Ultimatrix symbol on its chest.

"Let me tell you something Kevin Levin and Rex Salazar!" growled Ben, "Rath wants to fight you two right now! And Rath will win the fight hands down!" Ben changed back, "But that's not going to help Gwen or save White Knight."

Rex and Kevin looked at each other, still wanting to fight. But they knew that Ben was right. They both got up and change back to normal. "Sorry," Kevin muttered.

"Same here," Rex replied.

"My brother and I are going to heal her with our powers, come on, Bro." Shiori said while Shiki nodded to his sister as they were about to rush towards Gwen, but Rex raised his arm in front of the siblings to stop them.

"No." Rex said "It was my fault, I'll do it.'' He looked at Gwen, still in here coma. He went to her and bent down.

Kevin was about to say something, but Bobo stopped him. "Let the kid do his magic," he told him. Rex placed his hands on Gwen forehead. He closed his eyes, concentrating on her body. _She doesn't have nanites,_ Rex thought, _but maybe..._

* * *

Ben and Kevin watched closely as Gwen's body was glowing with blue markings. Finally, Gwen began to slowly open her eyes, moaning. "Gwen!" Kevin knelt down to her, while Rex got up rubbing his head.

Bem walked up to him, "How did you do that?" Ben asked Rex.

Rex shrugged. "I'm not just a weapon all the time."

Ben looked at Gwen, being helped up by Kevin. "How are you feeling?" he asked her.

She smiled, "Well, he makes you look like a safe driver; I'll tell you that," the three laughed, "Other than that, I'm fine." She looked at Kevin and kissed him on the lips.

"Are ya' done with the puppy love yet?" Bobo shouted, ruining the moment.

Six looked at an agent by him, "Get the ship ready. We need to get to providence ASAP." The agent nodded and went to the ship. "Let's head out. We need to stop Van Kleiss and Albedo before they do whatever they have plan over there."

"Wait," Gwen held her hands up. "White Knight doesn't have and nanites in him right? Rex and Six nodded. "Well, since the E.V.O. Shaper works on Albedo, maybe that's why they built another one "

"To put it on the White Knight dude," Kevin finished for her.

"And with Knight as that thing and under Van Kleiss' control… " Six didn't finish his sentence.

Rex quickly turned to Six. "Anything from Doc?" he asked.

"No. All communications form HQ is down."

"Hey, where are Austin and Abby?" Yumi asked looking for Austin and Abigail. "She didn't use her healing powers to heal Gwen!"

"They said they were going to the HQ to figure out what's happening here" Lucas explained.

"Looks like we're gonna need some back up." Rex smiled, looking at Ben and his team. "Your aliens up for it?"

"Oh yeah," Kevin laughed, popping his knuckles.

"Albedo won't know what hit him," Gwen said making pink spheres glowing around her hands.

"And we'll give him and that psycho E.V.O. whose name is Van Kleiss the pound of the century." Shiori said, as she sheathed her sword back.

"Albedo and Van Kleiss will never get away with it." Shiki said with an evil smile, as he changed to his dark side.

For the sky, the Providence appeared, landing by the group, and opening its hatch. "Well guys," Ben said to everyone, "I guess it's Hero Time!" They all went on board and took of the Providence.


	7. This ends now!

"As soon as we land, we attack with full force," Six explained as the group got closer to Providence. "Agents are probably holding Van Kleiss, the Pack, and Albedo."

"They probably won't last that long either," Kevin said.

"So that's when we come in," Bobo said loading his guns.

"I'll get to White Knight's room and stop anyone that gets in the way," Rex said.

"While Six and I find Van Kleiss and destroy the second E.V.O. Shaper," Ben explained, turning on his Ultimatrix. "Meanwhile, Gwen, Kevin, Shiki, Kenji, Akira, Ren, and Bobo; you guys find Caesar and Dr. Holiday." He then turned to Yumi and Shiori. "Yumi and Shiori; You two go and find Austin and Abigail."

"Mike, Jake, Edwin and Lucas, go to find our fellow gang members." Ren ordered to Mike, Jake, Edwin and Lucas.

"What about Albedo?" Rex asked.

"Since Knight's security is mainly based on E.V.O.s," Six answered, "Then it's most likely that Van Kleiss is going to send Albedo after him. "He looked at Rex, who nodded smugly. The group felt the ship come to a halt. The hatch opened slowly and the team ran inside Providence.

As the team walked down the hallway, Rex stopped them. "I feel weird," he said shuddering.

"Your nanites?" Six asked.

"No." He brought out his Smack Hands. Suddenly, a red portal opened up, sending two Providence agent flew into a wall near them. Biowulf came out next; charging Six how blocked his claws. "I'm going to get White Knight! Stick to the plan!"

"Is he telling us to stick to the plan?" Bobo asked with amazement.

Rex ran down the hallway, but saw another portal open up. A snake-like E.V.O. came out snapping at Rex. "Move!" He punched the E.V.O. out of the way and made his way to White Knight's office.

"Where did all these E.V.O.s come from?" Ben said trying to dodged another E.V.O. coming out of a portal. He tried to pick an alien, but he couldn't concentrate.

"The Petting Zoo," Six explained as he fought Biowulf.

Rex was finally tossed into a wall and Biowulf looked at Ben. "Just who I wanted to see," he growled.

Ben finally picked an alien. "You wanna mess with the big dog? You got it!" He slammed the dial down and turned into a dog/tiger-like alien with orange fur, screeching.

"Wildmutt!" Gwen shouted for Ben; Wildmutt gave her a thumbs-up. "We'll hand the E.V.O. Do your thing!"

Wildmutt rammed Biowulf to a wall, making them both go into another room. Biowulf lifted up Ben and threw him down. "My Master's plan will follow through!" he roared at Ben. Ben quickly got up and bit Biowulf, throwing him from side to side. He then finally threw Biowulf to the ground.

Wildmutt slamed the Ultimatrix's dial. "Diamondhead!" shouted Ben. Before he could attack Biowulf, Breach appeared and pulled Ben into a new room in Providence; the Petting Zoo.

"Ben Tennyson," rang Van Kleiss' voice. Ben looked around and saw him standing in a tree, holding the E.V.O. Shaper. "Ready for Round Two?" he grinned. "This ends now!"

* * *

"Come on," Rex shouted as he rode the Rex Ride down the hall that had led to White Knight. When he finally got the door, he placed his hand on it and commanded it to open. When he walked inside, he saw that White Knight, Dr. Holiday, and Caesar were all coated in diamonds. "What the-? Why didn't they take White Knight?"

"Isn't it obvious?" said a familiar voice. Rex turned around and saw Albedo with Skalamander. "Van Kleiss true plan was to use the second E.V.O. Shaper on White Knight there," he pointed toward Knight. "But after hearing about Tennyson and seeing his alien form, he decided to switch." Breach appeared behind Albedo. "And now that we have him away from his friends " Albedo then jumped into the portal, leaving Rex with Breach and Skalamander.

Skalamander shot diamond daggers at Rex, but was blocked by Rex's Block Party. Rex then ran to Skalamander, slapping him with the shields. Breach appeared behind him, holding his arms while giggling. "Hold him still!" Skalamander roared as he approached Rex.

Rex created his Punk Busters, kicking Skalamander across the room, and back-kicks Breach. She yelled in pain, but threw portals at him. Rex dodged them and jumped up into the air. He switched to his Blast Caster and slapped Breach with the electrified whip, knocking her out cold.

Rex went up to the three and destroyed the diamonds around them. "Took you long enough,: White Knight said in his bio-suit.

Rex rolled his eyes. "Good to see you too," he said sarcastically. "Love to stay and chat, but I got a partner to save." He created his Rex Ride and rode off.

* * *

Yumi and Shiori were running all over the hallway to find Austin and Abby.

"Any signal of them?" Shiori asked Yumi.

"No, but I guess I can track them" Yumi said, as her eyes glowed pink. "This way!"

"Follow me!" Yumi ran and Shiori followed. They were still running all over the hallway, until they stopped to a door.

"Are you sure they're inside this door." Shiori asked.

"Yeah." Yumi said, as her eyes stopped glowing. As Yumi opened the door, they get in a large room to find an ice dome with Abby inside.

"Abby!" Yumi said in relief, as she and Shiori approached the ice dome. "You're okay."

"Yes, I am." Abigail said "The Pack attacked."

"Hey, Where's Austin?" Yumi asked

"Let's go find him" Shiori said as she and Yumi were about to rush to find Austin.

"Wait!" shouted a male voice, stopping both of them. "I'm here!"

"Austin?" Shiori and Yumi asked.

"Yes, when the Pack attacked, I turned into an ice dome to protect ourselves" said Austin in his dome form, as he changed back to his human body holding Abby.

"Genius" Yumi commented.

"Thanks." Austin said, as he let go of Abby. "It's also a good thing You two, Rex, Ben, and the others arrived."

"Ben?" Shiori gasped.

"Rex?" Yumi also gasped.

"Van Kleiss is after them too!" the quartet shouted.

"Come on!" Abigail said as she, Yumi, Shiori and Austin rushed.

* * *

"Just give up Tennyson," Van Kleiss said hitting Diamondhead into the water. "Just accept your fate and become my example that nanites can change the world."

"Man," Diamondhead said dazed, "You really are crazy." He then looked at Van Kleiss. "Let me knock some sense into you." he slammed the Ultimatrix symbol, turning into a dinosaur-like alien. "Humongousaur!" roared Ben. "You know what they say Van Kleiss: the bigger they are, the harder they punch!" Humongousaur charged at Van Kleiss while shoot the gauntlet's needles at him.

Ben stopped, but then saw Albedo with wolf claws climbing on his leg; he dug his nails into Ben, making him scream. Albedo laughed, "More like the bigger they are, the easier it is to hit them!"

Humongousaur knelt down in pain. He swung at Albedo, but Van Kleiss stabbed his gauntlet's needle into Humongousaur's chest, giving him an electric shock. Finally, Ben reverted back to his human form. "Is that the best you got?" Ben strained, trying to not show that he was getting weak.

Before he could reach his Ultimatrix, Albedo created his E.V.O. lobster claws, grabbing Ben arms. Van Kleiss approached Ben with the E.V.O. Shaper. "I'll make this as quickly as possible," he said grimly, "I look forward to see what your aliens look like as E.V.O.s."

Before Van Kleiss placed the E.V.O. Shaper on Ben, Albedo was hit by a large ball of dirt, tossing him aside. Van Kleiss was hit by a pink sphere, causing him to drop the E.V.O. Shaper to the ground. Ben looked to his side and saw Rex, Gwen, Kevin, Shiori, Shiki, Yumi, Kenji, Akira, Ren, Edwin, Austin, Abigail, Six, Bobo, Providence agents and the other Deadly Dragon Gang members coming to his aid.

Rex ran up to Ben, holding out his hand. "Took you long enough," Ben joked, grabbing Rex's hand. Ben saw the E.V.O. Shaper by his foot and stepped on it, shattering it to pieces.

"No!" Van Kleiss screamed, stretching his gauntlet towards Ben and Rex. Kevin grabbed the gauntlet, absorbing the matter and coating himself with a gold metal.

"Go! We'll take care of them!" Kevin shouted at Rex. He grabbed Ben and took him behind a rock to catch his breath.

* * *

"What's happening?" Ben muttered, coming to his sense.

"The others are holding back Albedo and Van Kleiss," Rex said looking over the rock. Ben looked too and saw Van Kleiss and Albedo attacking the rest of the group, one at a time. Albedo's fingers turned into tentacles, wrapping around Six, Bobo and Yumi and tossing them into Kevin, Kenji, Shiori, Akira, Ren, Lucas. Gwen shot energy sphere at Van Kleiss, but he blocked it and slapped her with his gauntlet. Abigail used telekinesis to lift some knives on the air. She launches them to Van Kleiss, while Austin shot ice projectiles from his hands, and Shiki, with his eyes glowing blue with sky blue rings around the pupils, shot five arrows surrounded with blue energy, but Van Kleiss defected them all with his gauntlet and slapped them with it, knocking the trio out cold, while Edwin shot water from his hands at Albedo, but he dodged the water blast Edwin from behind. "Well trying to hold them back," he pointed out.

"I could take on Albedo," Ben said, "but I only have enough energy for one last alien.

"Van Kleiss is easy, but Albedo would get in my way and is too fast for me," Rex said. He growled in frustration, "We need an upgrade in our plan."

Ben's eyes widen, looking at the Ultimatrix. "That's it!" he said to himself. He looked at Rex, "I have an idea, but you need to trust me."

Rex hesitated, but nodded in agreement. "I do."

Ben activated his Ultimatrix, "Good, 'cause this is probably going to hurt." He picked an alien.

"Wait, me or you?"

"Maybe both," Ben slammed the dial down; a green flash surrounded him.


	8. BenRex

Albedo used his lobster claw to grab Kevin by the neck and began to squeeze. "Tell me when," Albedo taunt. Six, Shiori, Shiki, Kenji, Edwin, Austin and Abigail were about to help him out, but Albedo threw Kevin at them.

Meanwhile, Bobo shot at Van Kleiss, while Gwen shielded him; Van Kleiss wasn't impressed. He used his gauntlet to shatter Gwen's shield, making her collapsed to the ground. Bobo was about to aid her but then was grabbed by Albedo and slammed him into the ground.

Akira was about to attack Albedo, but Van Kleiss grabbed her by the arm and tossed her to the ground. Ren, angered by the fact that Van Kleiss touched Akira, transformed into his Van Kleiss form and makes blue fire burn around his hands to attack him, while Shiki transformed into his Shinobian form, which was a boy with long dark blue hair, greyish skin, blue eyes with sky blue ring around the pupils, dressed in japanese warrior clothing, minus the armor, bandages on his forearms, and boots, to attack him as well, not before Albedo knocked them out cold with his lobster claw, causing Ren and Shiki to revert back to their normal forms.

Then Yumi tried to attack Van Kleiss with her whip, but he then catched it and pulled it, causing Yumi to trip, again. "Ugh, not again!" she complained.

Van Kleiss laughed, looking at Albedo. "Which one should get rid of first?" he asked his partner.

A grin spread across Albedo's face, "I don't know," he created his spider legs. "It all seems too easy." He approached Kevin and lifted one of his legs up.

"Then let's make it harder!" shouted a strange voice. Suddenly, Albedo was hit by a green laser, making him collide with a tree.

Before Van Kleiss looked, a strange black whip with green markings wrapped around him, electrocuted him, and tossed him aside.

The group looked where the voice came from; it had looked like Rex, only his skin was pitch-black and had green markings all around him. "Rex?" Six asked, looking puzzled.

* * *

The green eyes looked at them all. "Not just Rex," said a combination of Ben and Rex's voices, "It's both of us!"

"Upgrade?" Gwen gasped, "Haven't seen him in a while."

Suddenly, Albedo was seen taking the tree he had hit off of him. "You guys go know," Ben-Rex told the group. "I'll handle Albedo and Van Kleiss." Suddenly, Ben-Rex's feet turned into the Punk Buster, while one of his hands turned into a Block Party and the other into the BFS.

As the group got away, Van Kleiss and Albedo approached the two. "Look Albedo," Van Kleiss said amused, "Look how the heroes have united as one." He clapped his hands. "Bravo, you two."

"It doesn't matter," Albedo smirked. "Time is our ally. Soon Tennyson will have to turn back into his disgusting human form."

"Then let's not waste it!" Ben-Rex shouted, run at a fast speed towards Van Kleiss and Albedo. Van Kleiss shot his needles, but Ben-Rex blocked it with the shield and rammed him with it.

Albedo charged at Ben-Rex, but he swung his BFS. Albedo caught the blade with the lobster claws, trying to push Ben-Rex down to the ground. "You can't win Tennyson!" Albedo screamed as he squeezed his claws until the BFS shattered into pieces.

Quickly, Ben-Rex manifested a Smack Hand and shot a green laser from its palm. Albedo was pushed backwards, while Van Kleiss charged. He extended his gauntlet to hit Ben-Rex, but was stopped when the Block Party was replaced by the Blast Caster. The two swung, making sparks fly off of each other.

Ben-Rex then was hit by Albedo, using his bat wings. Ben-Rex swung at Albedo, but he dodged the attack. Van Kleiss jumped onto Albedo's back with his arms folded. "It's no use gentlemen," Van Kleiss said.

"Just give up," Albedo flapped his wings.

Ben-Rex sighed. "We need to end this fast. But how? I don't know. Wait!" Ben-Rex looked at Albedo's E.V.O. Shaper. "If we destroyed that thing, Albedo will be powerless. Then Van Kleiss loses his only bodyguard. Dude, that's genius! That's why I'm the greatest hero. No you're not, I am! No, I am! Oh, shut up!"

Ben-Rex changed his Punk Busters for his Boogie Pack, flew up into the air and charged at Van Kleiss and Albedo. Ben-Rex brought out the Slam Cannon from his back and shot a giant green laser at them both. Albedo dodged the laser, while Van Kleiss stretched his gauntlet towards Ben-Rex.

Ben-Rex grabbed the gauntlet, pulling Van Kleiss off Albedo and towards him. As Van Kleiss got closer, Ben-Rex turned the Slam Fist in to a Funchuck, lifted it up and slammed Van Kleiss into the Petting Zoo floor. The sound of him colliding made a soft thump.

Ben-Rex looked up and saw only saw Albedo flying towards him, grabbing them, making them swirl in the air. "I will not lose!" Albedo growled. "Not again!"

Ben-Rex grinned, "Sucks to be you!" he used his Slam Cannon to shoot Albedo off and used his Blast Caster to wrap Albedo up. "Take this!" Ben-Rex charged the whip with green electricity, shocking Albedo, until the E.V.O. Shaper cracked.

Finally, the E.V.O. Shaper shattered into pieces. "No!" Albedo screamed as his E.V.O. wings disappeared. Ben-Rex flew straight down to the ground and dropped Albedo.

* * *

At last, Ben unmerged with Rex and reverted back for his Upgrade-form to his human-form. "You ruined my chances to become all powerful in a different world!" He ran torwards Ben, trying to punch Ben. Rex brought out his Party Block, haulting Albedo's attack. He punched Rex's sheild, making him hurt his own hand.

Ben finally stepped forword, grabbed Albedo's shirt neck, and punched him out cold. "That's one," Ben said rubbing his knuckles as he let Albedo fall to the ground. "Where's Van Kleiss?"

Rex looked around and saw Van Kleiss watching from a distance. Before Rex could do anything, a red portal opened up. "Until next time Rex," Van Kleiss smiled and looked at Ben, "Until next time." Ben and Rex watched as he stepped through the portal that closed behind him.


	9. All Over

The next day, Kevin, Gwen, Shiori, Shiki, Bobo, Yumi, Kenji, Akira, Edwin, Deadly Dragon Gang, Six, and Dr. Holiday were all in the briefing room. Albedo was in cuffs, sitting in a chair that was by Kevin. "What's keeping those two?" Bobo asked impatiently, pick the ticks off of his arm. He caught one and ate it; Gwen made a face, while Shiori covers her mouth with her hand, about to vomit.

Finally, the room's doors opened up. Both Caesar and Brainstorm were handing the Projector Gun back and forth to each other. "Good news amigos," Caesar said in a jolly tone, "We're finally done." Yumi clapped.

"'Bout time," Kevin said yawning. " I was getting tired of smelling Bobo here." Bobo stuck his tongue put at Kevin.

Brainstorm cleared his throat, "Thank to both of our ingenious mind based on technology and the law of teleporting, Caesar and I managed to repair the Null Void Projector. He turned to Albedo, "And as for you," Ben changed to his human-form, "Once we get back home, you're going to the Null Void."

Albedo looked at Ben, "Mark my words Tennyson: I will get my revenge on you. Same goes for you, too." He looked at Rex. Shiori stuck her tounge put at Albedo.

"Yeah, yeah, whatever," Rex said turning to Ben and his team.

"Providence thanks you five for all of your help," Six said holding his hand out. Ben, Gwen, Kevin, Shiori and Shiki took turns shaking his hand, but Shiori shaked it too fast, then Shiki took his turn.

"If you ever need anything, don't hesitate," Dr. Holiday added.

"Same here," Ben said. He looked at Rex, "Nice working with you."

Rex smiled, "Same here. You know, we make a pretty good team of heroes."

"More like a good team of major-egos," Kevin muttered under his breath. Gwen elbowed knee in the gut, but he laughed.

Caesar gave the projector to Kevin, "Here we go," Kevin pulled the trigger, shooting a black-purple portal. "You guys ready?"

"Yup," Ben, Gwen, Shiori and Shiki said. Three walked towards the portal with Albedo, waved by to Rex one last time and stepped through.

"You know," Ben said to Kevin, Gwen, Shiori and Shiki, "Rex inspired me. We should get a monkey sidekick."

"Why? We have you," Kevin joked laughing and Gwen, Shiori and Shiki joined in.

* * *

"Well that was fun," Rex said as the portal closed up.

"You said it." Yumi said.

Suddenly, White Knight came on the computer monitor. "Six, we got a situation," he said. "A group of pirates, led by a man named Gatlocke, has broken into a Providene building in Miami."

"Alright!" Bobo said, "A vacation!"

Not to worry Knight," Rex said, "In the word of our friend: It's Hero Time!"

As Rex, Yumi, Kenji, Akira, Ren and Edwin put their hands together, "It's Hero Time!" they shouted.

**THE END**

**Please tell me how I did on my version of ZEVLAG's story! REVIEW! Was the story too short or what? I know that the Upgrade/Rex mergeing thing happened on the true crossover, but the story inspired me a lot****. I owe ZEVLAG a 'Thank you'.  
**


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